{"id":237704,"date":"2026-11-13T09:00:00","date_gmt":"2026-11-13T08:00:00","guid":{"rendered":"https:\/\/www.rister.ch\/?p=237704"},"modified":"2026-11-13T09:00:15","modified_gmt":"2026-11-13T08:00:15","slug":"consulting-company-geneva","status":"publish","type":"post","link":"https:\/\/www.rister.ch\/en\/post\/consulting-company-geneva\/","title":{"rendered":"Setting up a consulting company in Geneva: founder status, mandate contracts, VAT and regulated activities"},"content":{"rendered":"
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You can set up a consulting company in Geneva without any federal licence. Strategy and management consulting are open trades in Switzerland, and Geneva’s trade police leaves consulting off the list of eight activities it subjects to authorisation. The real constraints sit elsewhere. As a founder you become an employee of your own AG, a client can walk away from an engagement without notice, and one question from a bank executive about which securities to buy brings you under the Financial Services Act.<\/p>\n<\/div>\n

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Contents<\/h3>\n
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  1. A consulting company in Geneva needs no federal licence<\/a><\/li>\n
  2. Management consulting or regulated activity: where the line runs<\/a><\/li>\n
  3. Consultant status: an employee of your own company<\/a><\/li>\n
  4. AG or GmbH: capital and resident director<\/a><\/li>\n
  5. Setting up a consulting company in Geneva from the UK or elsewhere outside the EU<\/a><\/li>\n
  6. The mandate contract: which clauses hold<\/a><\/li>\n
  7. VAT on consulting services billed from Geneva<\/a><\/li>\n
  8. Confidentiality, data and staff: put it in writing<\/a><\/li>\n
  9. Early mistakes in a Geneva consulting firm<\/a><\/li>\n
  10. FAQ<\/a><\/li>\n<\/ol>\n<\/div>\n

    A consulting company in Geneva needs no federal licence<\/h2>\n

    Federal law does not make strategy or management consulting subject to authorisation, and the profession is absent from the regulated professions listed by the State Secretariat for Education, Research and Innovation (SERI). As SERI and the cantonal education ministers (EDK) noted in 2022, only a small number of professions are regulated in Switzerland.<\/p>\n

    In Geneva, the office for trade police and the fight against undeclared work (PCTN) keeps the list of commercial activities that need a permit. Its version updated on 24 August 2026 names eight, from taxis to auctioneers. Consulting is not one of them.<\/p>\n

    Ticino is different: its cantonal LFid makes \u201cconsulenza aziendale\u201d, business consulting carried out professionally for third parties, subject to a licence. The CMC title awarded by Consulting Network Switzerland, a Swiss institute accredited by the ICMCI, remains optional. If your offer is mostly brands and advertising, read our article on setting up a marketing agency in Geneva<\/a> instead.<\/p>\n

    Management consulting or regulated activity: where the line runs<\/h2>\n

    Work for private banks can slide from organisation into financial advice. The Financial Services Act (FinSA, LSFin in French) counts as a financial service the \u201cprovision of personal recommendations on transactions with financial instruments (investment advice)\u201d (Art. 3(c)(4) FinSA). Redesigning a bank’s back office falls outside that definition. Recommending bonds to its chief executive for the treasury of his holding company falls inside it.<\/p>\n

    \n\n\n\n\n\n\n\n\n\n\n
    What the client asks for<\/th>\nRegime<\/th>\nPrerequisite<\/th>\n<\/tr>\n<\/thead>\n
    Recommend bonds or funds<\/td>\nInvestment advice (FinSA Art. 3, 28 and 29)<\/td>\nEntry in a register of advisers<\/td>\n<\/tr>\n
    Manage a portfolio with power to dispose of the assets<\/td>\nPortfolio management (FinIA Art. 17)<\/td>\nFINMA authorisation (Art. 5 FinIA)<\/td>\n<\/tr>\n
    Offer or conclude insurance contracts<\/td>\nInsurance intermediation (LSA Art. 40 and 41)<\/td>\nFINMA register for untied intermediaries<\/td>\n<\/tr>\n
    Represent the client in court<\/td>\nProfessional representation (CPC Art. 68(2))<\/td>\nAdmitted lawyer, with narrow exceptions for certain proceedings<\/td>\n<\/tr>\n
    Introduce candidates, or second a consultant under the client’s instructions<\/td>\nRecruitment or staff leasing (LSE Art. 2 and 12)<\/td>\nAuthorisation from the cantonal employment office<\/td>\n<\/tr>\n
    Audit the accounts as statutory auditor<\/td>\nAudit services (AOA Art. 2 and 3)<\/td>\nLicence<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

    Sources: FinSA and Financial Institutions Act (FinIA), version of 1 October 2026; Insurance Supervision Act (LSA), version of 1 September 2024; CPC, LSE and Auditor Oversight Act (AOA). One engagement can touch several rows.<\/p>\n<\/div>\n

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    Important<\/h4>\n

    The register of advisers does not cover every consultant. Article 28(1) FinSA targets client advisers of Swiss financial service providers that FINMA does not supervise, and of foreign providers: they \u201cmay carry out their activity in Switzerland only if they are entered in a register of advisers\u201d. Registration requires proof of knowledge, professional indemnity insurance and affiliation to an ombudsman (Art. 29 FinSA).<\/p>\n<\/div>\n

    Portfolio management is a step further. A portfolio manager is \u201ca person mandated to manage assets on a commercial basis in the name of and on behalf of clients\u201d (Art. 17(1) FinIA), and such a firm \u201cmay be entered in the commercial register only after authorisation has been granted\u201d by FINMA (Art. 5(2) FinIA). That route is covered in our article on becoming an asset manager in Geneva<\/a>.<\/p>\n

    Consultant status: an employee of your own company<\/h2>\n

    A founder who works for their own AG or GmbH is that company’s employee. SECO’s SME portal describes these founders as entrepreneurs and employees at once, and therefore as employed persons for social insurance. On your salary, contributions to old-age and survivors’ insurance (AVS), disability insurance (AI) and income compensation (APG) total 10.6 per cent, shared equally with the company, plus unemployment insurance.<\/p>\n

    Board fees attract contributions too: the AVS regulation counts profit-related bonuses, fixed allowances and attendance fees of board members as salary (Art. 7(h) RAVS). As an employee of your company you have compulsory accident cover (Art. 1a LAA) and, above an annual salary of CHF 22,680, occupational pension cover under the LPP. That threshold rises to CHF 23,040 on 1 January 2027.<\/p>\n

    Dividends do not dodge contributions either. If you draw no salary, or an unusually low one, while taking clearly disproportionate dividends, profits up to the usual salary in your sector count as salary (AVS\/AI leaflet 2.01). Unemployment benefits stay out of reach. According to the SME portal, a partner or managing director who loses their job but keeps an influential position in the company has no entitlement until they leave that position for good.<\/p>\n

    Self-employed or company: how the compensation office decides<\/h3>\n

    Invoicing a single bank as a sole trader invites reclassification. AVS\/AI leaflet 2.02 asks whether you trade under a business name, carry the economic risk, organise your work freely and serve several clients; with only one client, the activity is generally treated as employment, whatever the contract says. The LPGA, which sets out the general part of social insurance law, defines self-employed income only negatively, as income not earned as an employee (Art. 12(1)).<\/p>\n

    AG or GmbH: capital and resident director<\/h2>\n

    An AG requires CHF 100,000 of share capital. At incorporation, at least 20 per cent of each share and no less than CHF 50,000 in total must be paid up (Art. 621(1) and 632 CO). A GmbH (S\u00e0rl in French) needs CHF 20,000, paid in full on formation (Art. 773(1) and 777c(1) CO).<\/p>\n

    Then comes residence. Article 718(4) CO reads: \u201cThe company must be able to be represented by one person who is resident in Switzerland. This person must be a member of the board of directors or an executive officer.\u201d In a GmbH, that person is a managing director or a manager (Art. 814(3) CO).<\/p>\n

    Articles of association, payment of the capital and entry in the Geneva commercial register then follow the steps on our page about incorporating a company in Switzerland<\/a>.<\/p>\n

    \n

    Your consulting company in Geneva<\/p>\n

    Partners from abroad, a Geneva company in good order<\/p>\n

    Incorporation of the AG or GmbH and entry in the Geneva commercial register, a director resident in Switzerland while your partners relocate, payroll and social insurance for the founders, bookkeeping for your engagements and VAT on fees billed in Switzerland and abroad: RISTER\u00ae sets up and administers your consulting firm.<\/p>\n

    Request a meeting<\/a>
    \n RISTER \u2013 Corporate Service Provider in Geneva, reply within one business day.<\/span>\n<\/div>\n

    Setting up a consulting company in Geneva from the UK or elsewhere outside the EU<\/h2>\n

    The United Kingdom is no longer a member of the European Union, so a British founder follows the same route as a Canadian one. An EU national who settles in Switzerland to work on a self-employed basis receives a residence permit valid for at least five years, on proof that they are established, or intend to be, for that purpose (Agreement on the Free Movement of Persons, ALCP, Annex I, Art. 12). A Canadian founder falls under Article 19 of the Foreign Nationals and Integration Act (FNIA, LEI in French), which requires among other things that \u201cthey have an adequate and independent source of income\u201d. Until you settle in Geneva, a director resident in Switzerland must be able to represent the company.<\/p>\n

    The mandate contract: which clauses hold<\/h2>\n

    Your agreement with a bank or an SME is in principle a mandate, and the client can end it whenever it chooses: \u201cThe mandate may be revoked or terminated at any time by either party\u201d (Art. 404(1) CO). The reference case involved a consulting contract with three months’ notice, and the Federal Supreme Court confirmed that this right is mandatory (ATF 115 II 464, 19 December 1989).<\/p>\n

    \n\n\n\n\n\n\n\n\n\n
    Clause<\/th>\nWhat it is worth<\/th>\nBasis<\/th>\n<\/tr>\n<\/thead>\n
    Three months’ notice<\/td>\nDoes not prevent immediate revocation<\/td>\nArt. 404(1) CO; ATF 115 II 464<\/td>\n<\/tr>\n
    Compensation for early termination<\/td>\nOwed only if termination comes at an inopportune time; excludes lost profit that would hamper the right to revoke<\/td>\nArt. 404(2) CO; ATF 144 III 43<\/td>\n<\/tr>\n
    Success fee<\/td>\nAllowed, and not a way round the right to revoke<\/td>\nATF 144 III 43<\/td>\n<\/tr>\n
    Exclusion of liability<\/td>\nVoid for unlawful intent and gross negligence<\/td>\nArt. 100(1) CO<\/td>\n<\/tr>\n
    Bringing in an outside consultant<\/td>\nPersonal performance, unless authorised, compelled by circumstance or allowed by custom<\/td>\nArt. 398(3) CO<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

    Sources: Code of Obligations (SR 220); Federal Supreme Court judgments in German, summarised in our own translation.<\/p>\n<\/div>\n

    Delivering a written report does not automatically turn the engagement into a contract for work. Ruling on an expert valuation in ATF 127 III 328, the Federal Supreme Court held that such an opinion is a contract for work when its result can be objectively checked as right or wrong, and a mandate otherwise. It left open whether that test applies to other contracts.<\/p>\n

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    RISTER advice<\/h4>\n

    Break every bank engagement into deliverables that are handed over, approved and invoiced one at a time. The agreement is what fixes your fee, since \u201cRemuneration is payable where agreed or customary\u201d (Art. 394(3) CO): with a price per deliverable, both sides know exactly what is still owed if the client revokes.<\/p>\n<\/div>\n

    VAT on consulting services billed from Geneva<\/h2>\n

    A consulting service is in principle supplied where the recipient has its registered office (Art. 8(1) VAT Act). The bank on rue du Rh\u00f4ne or the SME in Meyrin therefore receives an invoice at 8.1 per cent once your company is registered for VAT. A holding company in Luxembourg that commissions a study for its group receives one without Swiss VAT.<\/p>\n

    Your company becomes liable for VAT once it reaches CHF 100,000 of turnover in a year, earned in Switzerland and abroad from supplies that are not exempt without credit (Art. 10(2)(a) VAT Act), so the Luxembourg invoice counts. Seminars you run for a bank’s staff are another matter: they may qualify as supplies exempt from the tax without credit (Art. 21(2)(11) VAT Act), which stay out of the threshold unless you opt to tax them (Art. 22).<\/p>\n

    Before the AG is registered<\/h3>\n

    A partner who already invoices Geneva clients through a company based in France does not need to register that company in Switzerland, as long as it supplies only services whose place of supply is in Switzerland under Article 8(1) (Art. 10(2)(b)(2) VAT Act). The Geneva client then pays the acquisition tax if it is itself liable for VAT or buys more than CHF 10,000 of such services in a calendar year (Art. 45 VAT Act).<\/p>\n

    Confidentiality, data and staff: put it in writing<\/h2>\n

    Criminal-law professional secrecy does not extend to consultants. Article 321 of the Criminal Code names, among others, the \u201clawyer, defence lawyer, notary\u201d and the health professions, not business advisers. A confidentiality clause still has teeth: Article 162 punishes, on complaint, anyone who betrays a trade secret they are contractually bound to keep. Have your employees sign the same undertaking.<\/p>\n

    When the bank hands over named organisation charts or personnel files, your AG processes that data on the bank’s behalf. Under the Data Protection Act (FADP, LPD in French), it is then a processor, a person who \u201cprocesses personal data on behalf of the controller\u201d (Art. 5(k) FADP). The arrangement needs a contract (Art. 9(1) FADP), and \u201cThe processor may only assign processing to a third party with prior approval from the controller\u201d (Art. 9(3) FADP).<\/p>\n

    Consultants you employ can agree in writing not to compete with you after they leave, if they had access to your clients or business secrets and their use could cause you substantial harm; the restriction must be limited \u201cwith regard to place, time and scope\u201d (Art. 340 and 340a CO). Professional indemnity insurance remains your call. No law imposes it on strategy consulting, whereas FinSA advisers and untied insurance intermediaries need it to register.<\/p>\n

    A worked case: a Canadian consultant and a French partner<\/h3>\n

    An organisation consultant from Toronto and a French partner found an AG in Geneva with CHF 100,000 of share capital, CHF 50,000 of it paid up, to advise private banks and SMEs. The French partner moves to Geneva under the ALCP and joins the board; until he has settled, a Geneva-resident director with signing authority provides the representation required by Article 718(4) CO. The Canadian founder stays in Toronto for the first year and prepares her admission under Article 19 FNIA.<\/p>\n

    The first engagement, reorganising a private bank’s operations, comes with a confidentiality clause and a data processing agreement; a Toronto analyst sees the files only once the bank has approved him. Six months in, the chief executive asks which bonds to buy for his personal holding company. That is investment advice, so the AG declines and carries on. When the bank ends the engagement two months early, the approved deliverables are invoiced; the three-month notice clause never bound the bank.<\/p>\n

    Early mistakes in a Geneva consulting firm<\/h2>\n